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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 1,
2017
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F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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000-13273
(Commission File
Number)
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54-1280811
(IRS
Employer
Identification
No.)
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P.O. Box 1111
Timberville, Virginia
22853
(Address
of principal executive offices) (Zip code)
Registrant’s telephone
number, including area code: (540) 896-8941
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Explanatory
Note
On
December 1, 2017, F&M Bank Corp. (the “Company”)
filed a Current Report on Form 8-K to announce that it had
appointed Mark C. Hanna as the new President of F&M Bank. The
Company is filing this Amendment No. 1 on Form 8-K/A to provide
additional information regarding Mr. Hanna and his
appointment.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed on December 1, 2017, the Board of Directors of
the Company named Mark C. Hanna as President of their subsidiary
F&M Bank on December 1, 2017 effective immediately. Dean W.
Withers, the Company’s current President and Chief Executive
Officer, will remain Chief Executive Officer of the Company for a
transition period.
Mr.
Hanna, age 49, most recently served as Executive Vice President and
Tidewater Regional President of EVB and its successor, Sonabank,
from November 2014 through October 2017. Previously, he served as
President and Chief Executive Officer of Virginia Company Bank from
November 2006 through November 2014.
Mr.
Hanna will receive an initial base salary of $325,000 and will be
eligible to participate in the Company’s annual incentive
compensation programs beginning in 2018. In addition, he will
receive a moving allowance of $5,000 and will be entitled to
participate in all of the employee benefit plans for which he is
eligible, including health and dental insurance, group term life
and long term disability options, and the Company’s 401(k)
plan.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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F & M Bank Corp.
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Date: December 5, 2017 |
By:
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/s/
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Neil
W. Hayslett |
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Executive
Vice President and Chief Administrative Officer
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